Reseller Agreement

Reseller agreement for publishers

NON-EXCLUSIVE RESELLER AGREEMENT

THIS NON-EXCLUSIVE RESELLER AGREEMENT (this Agreement) is entered into and shall be effective as  of the date of signup,

by and between you (Company)

and
Tradebit, Inc., with a principal place of business at
3422 Old Capital Trail, Suite 717, Wilmington, 19808-6192 Delaware, USA  (TRADEBIT).

Background

Company desires to grant to TRADEBIT the non-exclusive right to sell and distribute the specific products described in Exhibit A (the Products). TRADEBIT is engaged in the sale and distribution of digital goods and desires to have the right to sell and distribute the Products upon the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties hereto (the Parties), intending to be legally bound, hereby agree as follows:

1.	Authorization.

1.1	Company hereby grants to TRADEBIT a non-exclusive right and license to distribute, market and sell to end-user customers (Customers), maintain, support, use for demonstration purposes and display the Products or any part thereof, globally.
Licenses granted to Customers shall be between Company and such Customers. Such licenses shall be contained in the Products, and shall include the license terms set forth on Exhibit B hereto.
Company hereby grants TRADEBIT a non-exclusive right to use any of Company's trade names, trademarks or logos, as supplied by Company from time to time, on or with the Products and or material in connection with the marketing of the Products, provided that TRADEBIT obtains Companys prior written approval of any materials distributed by TRADEBIT which contain Companys trade names, trademarks or logos. TRADEBIT shall use commercially reasonable efforts to market and promote the Products.

1.2	TRADEBIT shall have the right to distribute any other products, including products that may compete with the Products.

1.3	Company hereby grants to TRADEBIT the right to use and display Companys trademarks (the Company Trademarks), but solely in connection with and to the extent necessary for the marketing, distribution and support of the Products under this Agreement. TRADEBITs use shall be in accordance with Companys trademark guidelines, as issued by Company to TRADEBIT in writing from time to time. TRADEBIT shall not remove or alter Products copyright notices, trademarks, logos or packaging. Company retains all rights in the Company Trademarks except as specifically granted to TRADEBIT in this section. In connection herewith, TRADEBIT authorizes Company to use its name and pre-approved TRADEBIT trademarks solely for purposes of marketing the nature of the reseller relationship contemplated by this Agreement. TRADEBIT retains all rights in and to such name and trademarks, which must be used in accordance with TRADEBITs trademark guidelines.

1.4	Company hereby grants to TRADEBIT the right to use and display Companys copyrighted materials (including software and printed materials included with the Products), but solely in connection with and to the extent necessary for the marketing, distribution and support of the Products under this Agreement. Company retains all rights in the materials except as specifically granted to TRADEBIT in this section.

2.	Obligations of TRADEBIT.

2.1	TRADEBIT will use commercially reasonable efforts to make the Products available to Customers.

2.2	TRADEBIT will advertise and/or promote the Products in a commercially reasonable manner and will transmit Product information and promotional materials to Customers, as reasonably necessary. TRADEBIT will also use its own reseller network (affiliates) and has the right to do so.

2.3	TRADEBIT will provide Company with monthly sales out reports describing TRADEBITs sales of Products by customer and Product, and identifying the buyer by email address.

3.	Obligations of Company.

3.1	Company will supply TRADEBIT with (2) complete Product licenses at no charge.

4.	PRICING FOR DIGITALLY TRANSMITTED PRODUCTS

4.1	For each software license transmitted hereunder by TRADEBIT for which TRADEBIT is paid in full TRADEBIT shall pay the Company the following: 75% of Net Receipts per each completed and paid for Download which has been digitally transmitted via any Website. If Company generates more than 500 US$ in net sales per month, better rates for Company will be registered automatically.

4.2 	Notwithstanding the foregoing TRADEBIT shall make no payment to Company in respect of: (1) any incomplete, aborted or non-functional Download Digitally Transmitted hereunder and (2) any replacement Download provided to an end user in place of an earlier non-functional version of the same Download Transmitted to the said end user and for which the end user had made payment for.

5.	General Indemnity; Warranty.

5.1	Company agrees to protect TRADEBIT and hold it harmless from any loss or claim incurred by TRADEBIT to the extent arising out of defects in any Product existing at the time such Product is delivered by Company, or any warranties or representations of Company relating to the Products, provided that TRADEBIT gives Company immediate notice of any such loss or claim and cooperates fully with Company in the handling thereof. TRADEBIT agrees to protect Company and hold it harmless from any other kind of loss or claim incurred by TRADEBIT to the extent arising out of its installation of any of the Products sold hereunder, including any loss or injury to the property or person of Customers or Customers representatives or employees, or any other person, provided that Company gives TRADEBIT immediate notice of any such loss or claim and cooperates fully with TRADEBIT in the handling thereof.

5.2	Company warrants that the Products shall be free from any defects in material and workmanship and will perform in accordance with all specifications relating thereto. Company shall use its commercially reasonable efforts to insure that the Products, at the time of delivery, shall be free of any virus or other program routine designed to erase or otherwise harm data or other programs of the end user. Company further warrants that Company owns the Products, including all associated intellectual property rights, or otherwise has the right to grant TRADEBIT and its customers the right and license provided in this Agreement, and that neither the Products nor the associated documentation infringe any patents, copyrights, trademarks, or other proprietary rights of any third parties.

5.3	Company warrants that the Products, individually or configured together as a system, will correctly (i) recognize, accept, compare, sequence, store, retrieve, display, compute and process date-data relating to century and day-of-the-week recognition, including single century formulas and multi-century formulas, leap years; (ii) exchange date-data and interface with other software, firmware and computer hardware with which it interacts, provided, that such interacting software, firmware or computer hardware is itself capable of properly and correctly exchanging accurate date-data; and (iii) accept and respond to two-digit date-data input in a manner that resolves any ambiguities as to the century in a defined, predetermined and appropriate manner. TRADEBIT shall have the right to assign and otherwise pass through its rights under this warranty to its customers.

5.4	EXCEPT TO THE EXTENT ARISING IN CONNECTION WITH ITS INDEMNIFICATION OBLIGATIONS HEREUNDER, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY.

6.	Term and Termination.

The initial term of this Agreement shall commence on the date signed by Company, and shall continue for one (1) year thereafter unless terminated or renewed as provided below:

6.1	Either Party may terminate this Agreement upon thirty (30) days written notice of a material breach to the other and failure by the other to cure such material breach within the thirty (30) day period.

6.2	Either Party may terminate this Agreement without cause and for any reason whatsoever upon sixty (60) days prior written notice to the other.

6.3	This Agreement shall terminate immediately should either Party become insolvent or should bankruptcy proceedings be commenced for or against either Party.9.4 At the end of the initial term, this Agreement shall be automatically renewed for successive one (1) year terms, unless terminated by either party by written notice to the other not less than sixty (60) days before the end of the initial term or any renewal period. The parties each acknowledge and agree that certain customer relationships relating to the Products and services contemplated hereby may extend, by their terms, beyond the term of this Agreement. Accordingly, notwithstanding termination or expiration of this Agreement for any reason, the parties agree to work together in the exercise of good faith to develop and implement such post-termination support solutions, on a case by case basis, as may be reasonably necessary to satisfy any surviving customer obligations.

7.	Compliance with Laws.  The parties shall be mutually responsible, as applicable, for complying with the laws and regulations applicable in the Territory, or any nation, or political subdivision thereof, in which they engage in business in performing their respective responsibilities hereunder. Each party will bear their applicable expenses and costs related to compliance with such laws and regulations.

8.	Governing Law. This Agreement shall be governed by the law of Delaware, USA.

The parties executing this Agreement warrant that they have the requisite authority to do so.

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